Vietnamese organization/individual establishes a company in Singapore to wholesale and retail activities of goods

1. Regarding forms of offshore investment 

According to Vietnamese Law, to conduct offshore investment, Vietnamese organizations and Vietnamese Individuals must apply for the necessary licenses: 

• Applying for an Offshore Investment Registration Certificate at the Ministry of Planning and Investment (“MPI”). 
• Registering foreign exchange transactions for offshore investment activities at the State Bank of Vietnam (“SBV”). 

2. Regarding the procedure for the offshore investment  

The offshore investment project of Vietnamese organizations and Vietnamese Individuals (collectively referred to as “Investors”) will be implemented in the following stages: 

Stage 1: Applying for an Offshore Investment Registration Certificate at the MPI 

(i) Documents need to be prepared

• Document to register offshore investment according to form B.I.1 Circular 03/2021/TT-BKHDT;
• Documents on the Investors’s legal status, specifically: 

• • For Vietnamese Individuals: Certified true copy of each investor’s passport/ID card/ID Card; 

• • For Vietnamese organizations: Certified true copy of Enterprise Registration Certificate; Passport/ID Card of the legal representative; Financial statements of the last 02 years. 

• Vietnamese organization’s decision on offshore investment according to Form B.I.9 of Circular 03/2021/TT-BKHDT;  

• Written undertaking to itself arrange for foreign currency and confirmation of the balance in the foreign currency account with the amount equal to or more than the expected investment capital according to Form B.I.6 of Circular 03/2021/TT- BKHDT; or Written undertaking to arrange for foreign currency from an authorized credit institution for the Investors according to Form B.I.7 of Circular 03/2021/TT- BKHDT; 

• Certificate from the tax authority regarding the Investors’ discharge of tax obligations up to the submission time of investment project dossiers according to Form B.I.8 of Circular 03/2021/TT- BKHDT. 

(ii) Resolving agency: Ministry of Planning and Investment  

Note: If the investment capital abroad is less than 20 billion VND, the MPI will not consult with the SBV. 

(iii) Execution time: 15 days of receiving complete and valid documents. 

In fact, according to Apolat Legal’s experience, the execution time usually lasts from 30-45 working days from the date of receiving complete and valid documents.  

Stage 2: Establishing a Company in Singapore 

For content related to procedures and legal regulations of Singapore, Vietnamese organizations need to contact a law firm in Singapore for specific advice. 

Stage 3: Registering to transfer offshore investment capital 

Before transferring investment capital abroad, Vietnamese organizations and individuals must open an offshore investment capital account at an authorized credit institution in Vietnam according to the provisions of the law on foreign exchange management. 

After completing the opening of Offshore Investment Capital Accounts, Vietnamese organizationsc and Vietnamese Individuals must register foreign exchange transactions related to offshore investment activities at SBV branch in the city/province where Vietnamese organizationsc is headquartered and Vietnamese Individuals have permanent residence registration. The procedure is as follows: 

(i) Documents need to be prepared  

• The application form for the registration of offshore investment-related foreign exchange transactions according to Annex No. 01 of Circular 12/2016/TT- NHNN.   

• Certified true copy of Offshore Investment Registration Certificate issued by the MPI.  

• The copy in a foreign language and the translation into Vietnamese (with the Investors’s verification of the accuracy of such copy and translation) of the business license and company charter in abroad, or other documents proving the right to operate offshore investing. 

• The original certificate of the opening of the Investors’s investment capital account issued by an authorized credit institution, stating account number and type of foreign currency.

• The original certificate issued by the authorized credit institution to certify the amount offshore transferred by the Investors before obtaining the Certificate Of Offshore Investment Registration to cover expenditures for activities related to the formation of such investor’s offshore investment project in accordance with applicable laws in cases where the investment capital is offshore transferred before obtaining the Certificate Of Offshore Investment Registration. 

• A written explanation of the transfer of investment capital in Vietnam Dong to foreign countries in case of transferring investment capital in Vietnam Dong. 

(ii) Resolving agency  

• For Vietnamese Individual: branch of State Bank in a province or city where the Vietnamese Individual have permanent residence registration.

• For Vietnamese organizationsc: State Bank Ho Chi Minh City Branch 

(iii) Execution time: 10 working days from the date of receiving complete and valid documents. 

In fact, according to Apoat Legal’s experience, the execution time can last from 30-45 working days from the date of receiving complete and valid documents. 

Above are all the procedures and issues to keep in mind when investing abroad. We hope the above article is useful and can provide an enormous amount of information to investors looking to invest in Singapore. 

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